Natural Innovative Renewable Energy, L.L.C. Sample Contracts

OPERATING AGREEMENT OF NORTHWEST IOWA RENEWABLE ENERGY, LLC Dated April 14, 2006
Operating Agreement • November 13th, 2006 • Northwest Iowa Renewable Energy LLC • Iowa

THIS OPERATING AGREEMENT (the “Agreement”) is entered into and shall be effective as of the 14th day of April, 2006 (the “Effective Date”), by and among NORTHWEST IOWA RENEWABLE ENERGY, LLC, an Iowa limited liability company (the “Company”), each of the Persons who are identified as Members on the attached Exhibit A and who have executed a counterpart of this Agreement and any other Persons as may from time-to-time be subsequently admitted as a Member of the Company in accordance with the terms of this Agreement. Capitalized terms not otherwise defined herein shall have the meaning set forth in Section 1.10.

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NATURAL INNOVATIVE RENEWABLE ENERGY SUBSCRIPTION AGREEMENT Limited Liability Company Membership Units $1,000 per Unit Minimum Investment of 20 Units ($20,000) 1 Unit Increments Thereafter ($1,000)
Subscription Agreement • September 13th, 2007 • Natural Innovative Renewable Energy, L.L.C. • Industrial organic chemicals

The undersigned subscriber, desiring to become a member of Natural Innovative Renewable Energy, L.L.C., an Iowa limited liability company, with its principal place of business at 121 S. 2nd Street, P.O. Box 366, Akron, Iowa 51001, hereby subscribes for the purchase of the membership units of Natural Innovative Renewable Energy (“Units”), and agrees to pay the related purchase price, identified below.

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ESCROW AGREEMENT
Escrow Agreement • April 11th, 2007 • Northwest Iowa Renewable Energy LLC • Industrial organic chemicals • Iowa

THIS ESCROW AGREEMENT (this “Agreement”) is made this 19th day of March, 2007, by and between Northwest Iowa Renewable Energy, LLC, an Iowa limited liability company, with its principal offices in Akron, Iowa, (“NIRE”), Security National Bank, Sioux City, Iowa, as escrow agent (the “Escrow Agent”) and 1st National Bank of Akron, Iowa (“First National Bank”).

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AG VISIONS ENTERPRISES, LLC. CONSULTING AGREEMENT Phase I
Consulting Agreement • November 13th, 2006 • Northwest Iowa Renewable Energy LLC • Iowa

THIS CONSULTING AGREEMENT (the “Agreement”) is made effective as of the ___day of 2005, (the “Effective Date”) by and between Ag Visions Enterprises, LLC, of Breda, Iowa, an Iowa Limited Liability Company (Ag Visions Enterprises) and (“Client”).

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ESCROW AGREEMENT
Escrow Agreement • August 3rd, 2007 • Natural Innovative Renewable Energy, L.L.C. • Industrial organic chemicals • Iowa

THIS ESCROW AGREEMENT (this “Agreement”) is made this 30th day of July, 2007, by and between Natural Innovative Renewable Energy, L.L.C., an Iowa limited liability company, with its principal offices in Akron, Iowa, (“NIRE”), Security National Bank, Sioux City, Iowa, as escrow agent (the “Escrow Agent”) and 1st National Bank of Akron, Iowa (“First National Bank”).

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AG VISIONS ENTERPRISES, LLC.- NORTHWEST IOWA RENEWABLE ENERGY, LLC CONSULTING AGREEMENT Phase II
Consulting Agreement • April 11th, 2007 • Northwest Iowa Renewable Energy LLC • Industrial organic chemicals • Iowa

THIS CONSULTING AGREEMENT (the “Agreement”) is made effective as of the 27th day of December, 2006 (the “Effective Date”) by and between Ag Visions Enterprises, LLC, of Breda, Iowa, an Iowa Limited Liability Company (Ag Visions Enterprises) and Northwest Iowa Renewable Energy, LLC, of Akron, Iowa (“Client”).

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Letter of Intent between Bratney Companies 3400 109th Street Des Moines, IA 50322 Hereinafter referred to as “Contractor/Engineer” and Northwest Iowa Renewable Energy LLC of Akron, IA Hereinafter referred to as “Owner”
Letter of Intent • November 13th, 2006 • Northwest Iowa Renewable Energy LLC

This letter of Intent Agreement confirms Owner’s intention to enter into a contract agreement with Contractor/Engineer for Contractor/Engineer to provide “Connemann Diesel” process technology, engineering, design, procurement, and construction services necessary to build and commission a 60 million gallon per year Biodiesel production facility with associated glycerine recovery in Akron, IA.

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ENTERED FOR TAXATION TRANSFER BOOK DATE July 27 2006 /s/ K. Kae Meyer PLYMOUTH COUNTY AUDITOR
Option Agreement for Purchase of Real Estate • November 13th, 2006 • Northwest Iowa Renewable Energy LLC
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PHASE I DESIGN SERVICES AGREEMENT BETWEEN OWNER AND CONTRACTOR/ENGINEER
Phase I Design Services Agreement • November 13th, 2006 • Northwest Iowa Renewable Energy LLC

This Agreement is made this 17th day of July, in the year 2006, by and between Northwest Iowa Renewable Energy LLC, OWNER and the CONTRACTOR BRATNEY COMPANIES, 3400 109TH Street, Des Moines, IA 50322 for Phase I Design Services in connection with the following project:

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NORTHWEST IOWA RENEWABLE ENERGY, L.L.C. SUBSCRIPTION AGREEMENT Limited Liability Company Membership Units $1,000 per Unit Minimum Investment of 20 Units ($20,000) 1 Unit Increments Thereafter ($1,000)
Subscription Agreement • April 11th, 2007 • Northwest Iowa Renewable Energy LLC • Industrial organic chemicals

The undersigned subscriber, desiring to become a member of Northwest Iowa Renewable Energy, L.L.C. (“Northwest Iowa Renewable Energy”), an Iowa limited liability company, with its principal place of business at 221 Reed Street, P.O. Box 366, Akron, Iowa 51001, hereby subscribes for the purchase of the membership units of Northwest Iowa Renewable Energy (“Units”), and agrees to pay the related purchase price, identified below.

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NORTHWEST IOWA RENEWABLE ENERGY, L.L.C. SUBSCRIPTION AGREEMENT Limited Liability Company Membership Units $1,000 per Unit Minimum Investment of 20 Units ($20,000) 1 Unit Increments Thereafter ($1,000)
Subscription Agreement • November 13th, 2006 • Northwest Iowa Renewable Energy LLC

The undersigned subscriber, desiring to become a member of Northwest Iowa Renewable Energy, L.L.C. (“Northwest Iowa Renewable Energy”), an Iowa limited liability company, with its principal place of business at 221 Reed Street, P.O. Box 366, Akron, Iowa 51001, hereby subscribes for the purchase of the membership units of Northwest Iowa Renewable Energy (“Units”), and agrees to pay the related purchase price, identified below.

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ECS Logo] Engineering & Construction Services 600 Fourth Street Suite 305 Terra Centre Sioux City, IA 51101 Phone: (712) 234-3033 s Fax (712) 277-7386 Agreement for Consulting Services Project: Biofuels Plant Construction – Akron, Iowa
Consulting Services Agreement • August 3rd, 2007 • Natural Innovative Renewable Energy, L.L.C. • Industrial organic chemicals • Iowa

This agreement for consulting services is entered into on the 9th day of April, 2007 between Northwest Iowa Renewable Energy, L.L.C., (hereinafter called “Client”) and Engineering and Construction Services, Inc., an Iowa Corporation (hereinafter called “ECS”). The Client and ECS, in consideration of the mutual promises and covenants herein contained, agree to the following:

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BIO-DIESEL MARKETING AGREEMENT — 11/03/2006
Bio-Diesel Marketing Agreement • November 13th, 2006 • Northwest Iowa Renewable Energy LLC • Iowa

THIS BIO-DIESEL MARKETING AGREEMENT (the “Agreement”) is entered into by and among Eco-Energy, Inc. (hereinafter “Eco”) a Tennessee Corporation with its main office located at 730 Cool Springs Blvd, Suite 130, Franklin, Tennessee 37067, and Northwest Iowa Renewable Energy, LLC, (hereinafter “NORTHWEST IOWA RENEWABLE ENERGY”)an Iowa limited liability company, with its main office located at 221 Reed St., Akron, IA 51001.

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Contract
Consulting Agreement • January 22nd, 2008 • Natural Innovative Renewable Energy, L.L.C. • Industrial organic chemicals • North Dakota

This agreement is entered into by and between ASSURITY Finance & Development, LLC, a North Dakota Limited Liability Corporation, hereafter “ASSURITY,” AND Natural Innovative Renewable Energy, L.L.C. hereafter “Client”.

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IRMP PREFERRED AGREEMENT
Preferred Agreement • April 11th, 2007 • Northwest Iowa Renewable Energy LLC • Industrial organic chemicals • Iowa

THIS AGREEMENT (the “Agreement”), is made and entered into this 19th day of March, 2007, by and among Northwest Iowa Renewable Energy, LLC. (“Client”), an Iowa limited liability corporation with its principal office located at 221 Reed Street, Akron, Iowa, 51001, and FCSTONE, LLC (“FCStone”), an Iowa limited liability company with its principal office located at 2829 Westown Parkway, Suite 100, West Des Moines, Iowa, 50266.

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ESCROW AGREEMENT
Escrow Agreement • December 19th, 2007 • Natural Innovative Renewable Energy, L.L.C. • Industrial organic chemicals • Iowa

THIS ESCROW AGREEMENT (this “Agreement”) is made this 12th day of December, 2007, by and between Natural Innovative Renewable Energy, L.L.C., an Iowa limited liability company, with its principal offices in Akron, Iowa, (“NIRE”), Security National Bank, Sioux City, Iowa, as escrow agent (the “Escrow Agent”) and 1st National Bank of Akron, Iowa (“First National Bank”).

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First Amendment to the Operating Agreement of Northwest Iowa Renewable Energy, L.L.C.
Operating Agreement • August 3rd, 2007 • Natural Innovative Renewable Energy, L.L.C. • Industrial organic chemicals

THIS First Amendment to the Operating Agreement of Northwest Iowa Renewable Energy, L.L.C. dated April 14, 2006 (the “Operating Agreement”) is adopted and effective as of 27th of June, 2007, by the affirmative vote of a majority of the Membership Voting Interests of Northwest Iowa Renewable Energy, L.L.C. (the “Company”), pursuant to Section 701(c) of the Iowa Limited Liability Act and Section 8.1 of the Operating Agreement, at a Meeting of Members held on 27th June, 2007.

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AMENDMENT TO OPTION AGREEMENT FOR PURCHASE OF REAL ESTATE
Option Agreement • August 3rd, 2007 • Natural Innovative Renewable Energy, L.L.C. • Industrial organic chemicals

This Agreement is entered into between Northwest Iowa Renewable Energy, L.L.C. (“Optionee”) and Higman Sand and Gravel, Inc. (“Option-giver”) as it pertains to a certain Option Agreement for Purchase of Real Estate dated July 21, 2006 and filed July 26, 2006 at Book 2006 Page 3456. The parties specifically agree to amend this Option Agreement as follows:

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NATURAL INNOVATIVE RENEWABLE ENERGY SUBSCRIPTION AGREEMENT
Subscription Agreement • December 19th, 2007 • Natural Innovative Renewable Energy, L.L.C. • Industrial organic chemicals

The undersigned subscriber, desiring to become a member of Natural Innovative Renewable Energy, L.L.C., an Iowa limited liability company, with its principal place of business at 121 S. 2nd Street, P.O. Box 366, Akron, Iowa 51001, hereby subscribes for the purchase of the membership units of Natural Innovative Renewable Energy (“Units”), and agrees to pay the related purchase price, identified below.

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